Common use of Representations and Warranties of Holding Clause in Contracts

Representations and Warranties of Holding. Holding represents and warrants to the Grantee that (a) Holding has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the Options in accordance with the terms hereof and the Management Stock Subscription Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.

Representations and Warranties of Holding. Holding represents and ----------------------------------------- warrants to the Grantee Purchaser that (a) Holding has been duly incorporated and is an - existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding - and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Shares, when issued, - delivered and paid for, upon exercise of the Options for in accordance with the terms hereof and the Management Stock Subscription Agreementhereof, will be duly authorized, and validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.

Representations and Warranties of Holding. Holding represents and warrants to the Grantee Purchaser that (a) Holding has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Deferred Shares, when issued, delivered and paid for, upon exercise of the Options for in accordance with the terms hereof and the Management Stock Subscription Agreementhereof, will be duly authorized, and validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.

Representations and Warranties of Holding. Holding represents and ----------------------------------------- warrants to the Grantee that (a) Holding has been duly incorporated and is an - existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding - and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Shares, when - issued, delivered and paid for, upon exercise of the Options in accordance with the terms hereof and the Management Stock Subscription Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.

Representations and Warranties of Holding. Holding represents and ----------------------------------------- warrants to the Grantee Key Employee that (a) Holding has been duly incorporated and is - an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by - Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Deferred - Shares, when issued, delivered and paid for, upon exercise of the Options for in accordance with the terms hereof and the Management Stock Subscription Agreementhereof, will be duly authorized, and validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.

Representations and Warranties of Holding. Holding represents and warrants to the Grantee that (a) Holding has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the Options in accordance with the terms hereof and the Management Director Stock Subscription Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Director Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.